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                          J. C. Penney Company, Inc.
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              (Name of Registrant as Specified In Its Charter)

                              
                              
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                                                   APRIL 29, 1996


A Message from Vice Chairman and Chief Executive Officer Jim Oesterreicher to
Associate Stockholders


JCPenney active and retired associates own significant amounts of JCPenney
stock in our Savings Plans which enables them to share in the growth and
profitability of our Company.

You have recently received JCPenney's 1996 Proxy Statement and Annual Report to
Stockholders along with two proxy/voting instruction cards relating to shares
of voting stock held in the Company's Savings Plans.  The Proxy Statement
contains three stockholder proposals, two of which, regarding the Company's
classified Board structure and Stockholder Rights Plan, are similar to
proposals submitted by the same proponents in prior years.  YOUR BOARD OF
DIRECTORS HAS CAREFULLY EVALUATED THESE TWO PROPOSALS AND URGES YOU TO VOTE
AGAINST THEM FOR REASONS OUTLINED IN DETAIL IN THE PROXY STATEMENT AND AS
SUPPLEMENTED BELOW.

The Board's recommendation that you vote against the two stockholder
proposals reflects its strong view that the proper and effective management
of the Company and the interests of all stockholders are enhanced by the
presence of the Company's classified Board of Directors and Stockholder
Rights Plan.   They have enabled your Company's management to focus its
attention on its core JCPenney Stores and Catalog operations during a
period of great change and turmoil in the retail business.   We are proud
that during the past five years, JCPenney's total revenues have increased
from $16.6 billion to $21.4 billion and associate employment has increased
by 20,000 associates from 185,000 to 205,000.

We know that the performance of your Company stock holdings is also important
to you.  Your Company has a long history of acting to build stockholder value.
JCPenney has a consistent record of dividend increases, the most recent of
which was an 8.3% increase in the quarterly dividend declared by the Board
of Directors on March 13, 1996.  In the 1995 fiscal year, JCPenney's total
stockholder return, including dividends, was 17%.  For the past three fiscal
years ending January 27, 1996, JCPenney's total stockholder return has been
44% as compared to 16% for the Standard & Poor's retail department store
index.   The Company's strong performance is also reflected in the Company's
match on your Savings Plans deposits.  The 73 cent match in 1995 topped the
already strong 15-year average match of 70 cents for the last 15 years.
 
Based on this strong operating and financial performance, we ask our associate
stockholders in making their voting decisions to support your Company
management's position and oppose the classified Board of Directors and
Stockholder Rights Plan proposals by marking the "Against" boxes regarding
proposals 4 and 5 on your proxy cards.  The instructions on your proxy/voting
instruction cards will be kept confidential from the Company and its
directors, officers, and associates, as more fully described in the Proxy
Statement under the heading "Confidential Voting."

Thank you for your continuing and loyal support of JCPenney.

                                   Warmest regards,



                                   /s/ Jim Oesterreicher
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                                       Jim Oesterreicher